CERTIFICATE OF DESIGNATIONS, PREFERENCES,

        AND RIGHTS OF SERIES C CONVERTIBLE PREFERRED STOCK

                     OF GLOBAL CASINOS, INC.


                         Pursuant to the
           General Corporation Law of the State of Utah


     GLOBAL CASINOS, INC., a corporation organized and existing
under the laws of the State of Utah (the "Company"), DOES HEREBY
CERTIFY that pursuant to the authority contained in Article IV of
its Articles of Incorporation, and in accordance with the
provisions of the General Corporation Law of the State of Utah, the
Company's Board of Directors has duly adopted the following
resolution creating a series of the class of its authorized
Preferred Stock, designated as Series C Convertible Preferred
Stock:

     RESOLVED THAT:

               Whereas, by virtue of Article IV of its Articles of
     Incorporation, the Company has the authority to issue ten
     million (10,000,000) shares of Preferred Stock of the par
     value of $0.01 per share, the designation and amount thereof
     and series, together with the powers, preferences, rights,
     qualifications, limitations or restrictions thereof, to be
     determined by the Board of Directors pursuant to the
     applicable law of the State of Utah;

               Now therefore, the Company's Board of Directors hereby
     establishes a series of the class of Preferred Stock
     authorized to be issued by the Company as above stated, with
     the designations and amounts thereof, together with the voting
     powers, preferences and relative, participating, optional and
     other special rights of the shares of each such series, and
     the qualifications, limitations or restrictions thereof, to be
     as follows:

          1.   Designations and Amounts.  Six hundred thousand (600,000)
     shares of the Company's authorized Preferred Stock are
     designated as Series C Convertible Preferred Stock, having a
     face value of $1.20 per share.

          2.   Definitions.

               For the purposes of this Resolution the following
     definitions shall apply:

               (a)  "Board" shall mean the Board of Directors of the
                     Company.

               (b)  "Company" shall mean Global Casinos, Inc., a Utah
                     corporation formed on June 8, 1978.

               (c)  "Original Issue Date" for a series of Preferred
                     Stock shall mean the date on which the first share of
                     such series of Preferred Stock was originally issued.

               (d)  "Preferred Stock" shall refer to Series C
                     Convertible Preferred Stock.

               (e)  "Stated Value" shall mean $1.20 per share.

               (f)  "Subsidiary" shall mean any corporation at least
                     fifty percent (50%) of whose outstanding voting stock
                     shall at the time be owned directly or indirectly by the
                     Company or by one or more Subsidiaries.

               (g)  "Securities Act" shall mean the Securities Act of
                     1933, as amended.

               (h)  "Exchange Act" shall mean the Securities Exchange
                     Act of 1934, as amended.

     3.   Dividends.

          (a)  The holders of outstanding Preferred Stock shall be
          entitled to receive dividends at the annual rate of seven
          percent (7%) based on the Stated Value per share computed
          on the basis of a 360-day year and twelve 30-day months.
          Dividends shall be calculated from the date of issue and
          payable, in each case monthly on the fifteenth day of
          each month for the preceding month (the "Dividend Payment
          Date").  Dividends shall be paid to recordholders of
          shares of Preferred Stock as of the date one business day
          prior to the Dividend Payment Date (the "Dividend Record
          Date").  The right of the holder of shares of Preferred
          Stock as of the Dividend Record Date to the relevant
          dividend shall not be affected by the subsequent transfer
          or cancellation of such shares; such dividend being
          payable to the holder as of the Dividend Record Date
          notwithstanding such transfer or cancellation.

          (b)  Dividends on the shares of Preferred Stock shall be
          cumulative; therefore, a full dividend on the shares of
          this series with respect to any dividend period shall be
          declared by the Board of Directors of the Company and the
          Company shall be obligated to pay full dividend on the
          shares of this series with respect to such dividend
          period.  Any outstanding and unpaid dividends shall bear
          interest at the rate of ten (10%) per annum.

          (c)  In addition to the Preferred Stock dividend, the
          holders of outstanding Preferred Stock shall be entitled
          to participate, pro rata, in dividends paid on
          outstanding shares of Common Stock, if, when and as the
          Board of Directors shall in their sole discretion deem
          advisable, and only from the net profits or surplus of
          the Company as such shall be fixed and determined by the
          Board of Directors.  The determination of the Board of
          Directors at any time of the amount of net profits or
          surplus available for dividend shall be binding and
          conclusive on the holders of all the stock of the Company
          at the time outstanding.

     4.   Liquidation Rights.

          (a)  In the event of any liquidation, dissolution, or
          winding up of the Company, whether voluntary or
          involuntary, the holders of each share of Preferred Stock
          then outstanding shall be entitled to be paid out of the
          assets of the Company available for distribution to its
          shareholders, after payment or declaration and setting
          apart for payment amounts that must be paid with respect
          to outstanding shares of Series A Convertible Preferred
          Stock and Series B Convertible Preferred Stock which rank
          senior to the Preferred Stock, but before any payment or
          declaration and setting apart for payment of any amount
          shall be made in respect of any outstanding Preferred
          Stock ranking junior to the Preferred Stock or the Common
          Stock, an amount equal to the Stated Value per share plus
          an amount equal to all accrued and unpaid dividends
          thereon, whether or not earned or declared, to and
          including the date full payment shall be tendered to the
          holders of the Preferred Stock with respect to such
          liquidation, dissolution, or winding up, and no more.  If
          upon any liquidation, dissolution, or winding up of the
          Company, whether voluntary or involuntary, the assets to
          be distributed to the holders of the Preferred Stock
          shall be insufficient to permit the payment to such
          shareholders of the full preferential amount aforesaid,
          then all of the assets of the Company available to be
          distributed shall be distributed ratably to the holders
          of the Preferred Stock.

          (b)  After the payment or distribution to the holders of
          the Preferred Stock of the full preferential amounts
          aforesaid, the holders of any preferred stock ranked
          junior to be Preferred Stock and the Common Stock then
          outstanding shall be entitled to receive all the
          remaining assets of the Company.

          (c)  Neither a consolidation, merger or reorganization of
          the Company, a sale or other transfer of all or
          substantially all of its assets, nor a sale of fifty
          percent (50%) or more of the Company's capital stock then
          issued and outstanding nor the purchase or redemption by
          the Company of stock of any class, nor the payment of a
          dividend or distribution from net profits or surplus of
          the Company shall not be treated as or deemed to be a
          liquidation hereunder.

     5.   Redemption.

          (a)  Subject to the conditions set forth herein, the
          Company, by action of its Board of Directors, may at its
          sole option and discretion redeem all or any portion of
          the Preferred Stock, at any time, or from time to time,
          in accordance with the provisions of this Paragraph 5
          (the "Optional Redemption").  Holders of the Preferred
          Stock shall have no right to demand or compel the
          redemption of any outstanding shares of Preferred Stock.

          (b)  In the event the Board of Directors elects to redeem
          the Preferred Stock, on and after the date specified in
          the notice provided for in Paragraph 5(d) below, each
          holder of the Preferred Stock called for redemption, upon
          presentation and surrender at the place designated in
          such notice of the certificate or certificates evidencing
          said Preferred Stock held by him, her or it, properly
          endorsed in blank for transfer or accompanied by proper
          instruments of assignment in blank, shall be entitled to
          receive therefor the redemption price thereof.

          (c)  If redeemed pursuant to this Paragraph 5, the
          redemption price for each share of Preferred Stock (the
          "Redemption Price") shall be an amount in cash equal to
          the sum of (i) the Stated Value per share of Preferred
          Stock plus (ii) the amount of all accrued and unpaid
          dividends thereon, whether or not earned or declared, to
          and including the date fixed for redemption.

          (d)  In the case of any Optional Redemption pursuant to
          this Paragraph 5, at least thirty (30) days and not more
          than forty (40) days prior to the date fixed for any such
          redemption of the Preferred Stock (hereinafter referred
          to as the "Redemption Date"), written notice (hereinafter
          referred to as the "Redemption Notice") shall be mailed,
          first class postage prepaid, to each holder of record to
          the Preferred Stock to be redeemed at his post office
          address last shown on the records of the Company, and if
          the holder has provided the Company with a facsimile
          number for notices, also by facsimile transmission.  The
          Redemption Notice shall state:

               (i)  That all of the holder's outstanding shares of
               Preferred Stock are being called for redemption;

               (ii) The number of  shares of Preferred Stock held
               by the holder that the Company intends to redeem;

               (iii)     The Redemption Date and the Redemption
               Price; and

               (iv) That the holder is to surrender to the
               Company, in the manner and at the place designated,
               his certificate or certificates representing the
               shares of Preferred Stock to be redeemed.

          (e)  Each holder of Preferred Stock to be redeemed shall
          surrender the certificate or certificates representing
          such shares to the Company, in the manner and at the
          place designated in the Redemption Notice, and thereupon
          the Redemption Price for such shares shall be payable to
          the order of the person whose name appears on such
          certificate or certificates as the owner thereof, and
          each surrendered certificate shall be cancelled and
          retired.

          (f)  If the Redemption Notice shall have been duly given
          and, if on the Redemption Date the Redemption Price is
          either paid or irrevocably made available for payment
          through the deposit arrangement specified in Subparagraph
          5(g) below, then notwithstanding that the certificates
          evidencing any of the shares of Preferred Stock so called
          for redemption shall not have been surrendered, the
          dividends with respect to such shares shall cease to
          accrue after the Redemption Date and all rights with
          respect to such shares shall forthwith after the
          Redemption Date terminate, except only the right of the
          holders to receive the Redemption Price, without interest
          upon surrender of their certificate or certificates
          therefor.

          (g)  At least ten (10) days prior to the Redemption Date,
          the Company may deposit with any bank or trust company in
          Boulder, Colorado Springs or Denver, Colorado, a sum (or
          an irrevocable letter of credit) equal to the aggregate
          Redemption Price of all shares of Preferred Stock called
          for redemption and not yet redeemed, with irrevocable
          instructions and authority to the bank or trust company
          to pay, on or after the Redemption Date or prior thereto,
          the Redemption Price to the respective holders entitled
          thereto upon the surrender of their share certificates.
          From and after the Redemption Date, the shares so called
          for redemption shall be redeemed if deposit shall have
          been made with such instructions or authority on or
          before the tenth (10th) day prior to the Redemption Date.
          The deposit shall on the Redemption Date constitute full
          payment of the shares to their holders, and from and
          after the Redemption Date the shares shall be deemed to
          be no longer outstanding, and the holders thereof shall
          cease to be shareholders with respect to such shares and
          shall have no rights with respect thereto except the
          rights to receive from the bank or trust company payment
          of the Redemption Price of the shares, without interest,
          upon surrender of their certificates therefor.  Any funds
          so deposit and unclaimed at the end of one (1) year from
          the Redemption Date by any holder of shares called for
          redemption shall be released or repaid to the Company,
          after which the holders of such shares called for
          redemption shall be entitled to receive payment of the
          Redemption Price for such shares only from the Company.

     6.   Voting Rights.

          Upon issuance, holders of shares of this series of
          Preferred Stock shall be entitled to vote with the
          holders of shares of Common Stock as a single class on
          all matters presented for a vote to the shareholders of
          the Company.  The number of votes per share of this
          series of Preferred Stock which can be cast shall be
          adjusted at such time or times as the conversion price is
          adjusted so that the number of votes per share of this
          Series of Preferred Stock which may be cast shall always
          be equal to the full number of shares of Common Stock
          into which each share of this series of Preferred Stock
          may be converted when voting with the holders of Common
          Stock as a single class.

     7.   Conversion.

          The following of the Preferred Stock shall have the
          following conversion rights (the "Conversion Rights"):

          (a)  Right to Convert.  Each share of Preferred Stock
          shall be convertible, at the option of the holder
          thereof, at any time commencing the earlier of (i) one
          hundred twenty (120) days from the date of issue or (ii)
          upon the effective date of a Registration Statement
          registering for sale under the Securities Act of 1933, as
          amended (the "Securities Act"), the shares of the
          Company's Common Stock issuable upon such conversion (the
          "Conversion Stock"),  (and, if the Company has exercised
          its redemption right as described in Paragraph 5 hereof
          with respect to all or any of the Preferred Stock, in the
          case of the Preferred Stock called for redemption, up to
          the date prior to the Redemption Date as fixed in any
          Redemption Notice), at the office of the Company or any
          transfer agent for the Preferred Stock or Common Stock,
          into one fully paid and nonassessable share of Common
          Stock.

          (b)  Conversion Rate.  Each share of Preferred Stock
          shall be convertible into one share of Common Stock, at
          a conversion value of $1.20 per share of Common Stock
          (the "Conversion Date").

          (c)  Mechanics of Conversion.  Before any holder of
          Preferred Stock shall be entitled to convert the same
          into shares of Common Stock, he shall surrender the
          certificate or certificates therefor, duly endorsed, at
          the office of the Company or of any transfer agent for
          the Common Stock, and shall give written notice to the
          Company at such office that he elects to convert the same
          and shall state therein the number of shares of Preferred
          Stock being converted.  Thereupon the Company shall
          promptly issue and deliver at such office to such holder
          of Preferred Stock a certificate or certificates for the
          number of shares of Common Stock to which he shall be
          entitled.  Such conversion shall be deemed to have been
          made immediately prior to the close of business on the
          date of such surrender of the shares of Common Stock
          issuable upon such conversion shall be treated for all
          purposes as the record holder or holders of such shares
          of Common Stock on such date.

          (d)  Adjustment for Stock Splits and Combinations.  If
          the Company shall at any time or from time to time after
          the Original Issue Date for a series of the Preferred
          Stock effect a subdivision of the outstanding Common
          Stock, the Conversion Rate then in effect immediately
          before that subdivision shall be proportionately
          decreased, and conversely, if the Company shall at any
          time or from time to time after the Original Issue Date
          for a series of the Preferred Stock combine the
          outstanding shares of Common Stock, the Conversion Rate
          then in effect immediately before the combination shall
          be proportionately increased.  Any adjustment under this
          paragraph 7(d) shall become effective at the close of
          business on the date the subdivision or combination
          becomes effective.

          (e)  Adjustment for Certain Dividends and Distributions.
          In the event the Company at any time, or from time to
          time after the Original Issue Date for a series of
          Preferred Stock shall make or issue, or fix a record date
          for the determination of holders of Common Stock entitled
          to receive, a dividend or other distribution payable in
          additional shares of Common Stock, then and in each such
          event the Conversion Price for such series of Preferred
          Stock then in effect shall be decreased as of the time of
          such issuance or, in the event such a record date shall
          have been fixed, as of the close of business on such
          record date, by multiplying the Conversion Rate for such
          series of Preferred Stock then in effect by a fraction:

               (1)  the numerator of which shall be the total
               number of shares of Common Stock issued and
               outstanding immediately prior to the time of such
               issuance or the close of business on such record
               date, and

               (2)  the denominator of which shall be the total
               number of shares of Common Stock issued and
               outstanding immediately prior to the time of such
               issuance or the close of business on such record
               date plus the number of shares of Common Stock
               issuable in payment of such dividend or
               distribution; provided, however, if such record
               date shall have been fixed and such dividend is not
               fully made on the date fixed therefor, the
               Conversion Rate for such series of Preferred Stock
               shall be recomputed accordingly as of the close of
               business on such record date and thereafter the
               Conversion Rate for such series of Preferred Stock
               shall be adjusted pursuant to this Paragraph 7(e)
               as of the time of actual payment of such dividends
               or distributions.

          (f)  Adjustment for Reclassification, Exchange, or
          Substitution.  If the Common Stock issuable upon the
          conversion of the Preferred Stock shall be changed into
          the same or a different number of shares of any class or
          classes of stock, whether by capital reorganization,
          reclassification, or otherwise (other than a subdivision
          or combination of shares or stock dividend provided for
          above, or a reorganization, merger, consolidation, or
          sale of assets provided for elsewhere in this Paragraph
          7), then and in each such event the holder of each share
          of Preferred Stock shall have the right thereafter to
          convert such share into the kind and amount of shares of
          stock and other securities and property receivable upon
          such reorganization, reclassification, or other change,
          by holders of the number of shares of Common Stock into
          which such shares of Preferred Stock might have been
          converted immediately prior to such reorganization,
          reclassification, or change, all subject to further
          adjustments as provided herein.

          (g)  Reorganization, Mergers, Consolidations, or Sales of
          Assets.  If at any time or from time to time there shall
          be a capital reorganization of the Common Stock (other
          than a subdivision, combination, reclassification, or
          exchange of shares provided for elsewhere in this
          Paragraph 7) or a merger or consolidation of the Company
          with or into another corporation, or the sale of all or
          substantially all of the company's assets to any other
          person, then, as a part of such reorganization, merger,
          consolidation, or sale, provision shall be made so that
          the holders of the Preferred Stock shall thereafter be
          entitled to receive upon conversion of the Preferred
          Stock, the number of shares of stock or other securities
          or property of the Company, or of the successor
          corporation resulting form such merger or consolidation
          or sale, to which a holder of Common Stock deliverable
          upon conversion would have been entitled on such capital
          reorganization, merger, consolidation, or sale.  In any
          such case, appropriate adjustment shall be made in the
          application of the provisions of this Paragraph 7 with
          respect to the rights of the holders of the Preferred
          Stock after the reorganization, merger, consolidation, or
          sale to the end that the provisions of this Paragraph 7
          (including adjustment of the Conversion Rate then in
          effect and the number of shares purchasable upon
          conversion of the Preferred Stock) shall be applicable
          after that event as nearly equivalent as may be
          practicable.

          (h)  Notices of Record Date.  In the event of (i) any
          taking by the Company of a record of the holders of any
          class or series of securities for the purpose of
          determining the holders thereof who are entitled to
          receive any dividend or other distribution or (ii) any
          reclassification or recapitalization of the capital stock
          of the Company, any merger or consolidation of the
          Company, or any transfer of all or substantially all of
          the assets of the Company to any other corporation,
          entity, or person, or any voluntary or involuntary
          dissolution, liquidation, or winding up of the Company,
          the Company shall mail to each holder of Preferred Stock
          at least thirty (30) days prior to the record date
          specified therein, a notice specifying (A) the date on
          which any such record is to be taken for the purpose of
          such dividend or distribution and a description of such
          dividend or distribution, (B) the date on which any such
          reorganization, reclassification, transfer,
          consolidation, merger, dissolution, liquidation, or
          winding up is expected to become effective, and (C) the
          time, if any is to be fixed, as to when the holders of
          record of Common Stock (or other securities) shall be
          entitled to exchange their shares of Common Stock (or
          other securities) for securities or other property
          deliverable upon such reorganization, reclassification,
          transfer, consolidation, merger, dissolution,
          liquidation, or winding up.

          (i)  Fractional Shares.  No fractional shares of Common
          Stock shall be issued upon conversion of Preferred Stock.
          In lieu of any fractional shares to which the holder
          would otherwise be entitled, the Company shall pay cash
          equal to the product of such fraction multiplied by the
          fair market value of one share of the Company's Common
          Stock on the date of conversion, as determined in good
          faith by the Board.

          (j)  Reservation of Stock Issuable Upon Conversion.  The
          Company shall at all times reserve and keep available out
          of its authorized but unissued shares of Common Stock,
          solely for the purpose of effecting the conversion of the
          shares of the Preferred Stock, such number of its shares
          of Common Stock as shall from time to time be sufficient
          to effect the conversion of all outstanding shares of the
          Preferred Stock, and if at any time the number of
          authorized but unissued shares of Common Stock shall not
          be sufficient to effect the conversion of all then
          outstanding shares of the Preferred Stock, the Company
          will take such corporate action as may, in the opinion of
          its counsel, be necessary to increase its authorized but
          unissued shares of Common Stock to such number of shares
          as shall be sufficient for such purpose.

          (k)  Notices.  Any notice required by the provisions of
          this Paragraph 7 to be given to the holder of shares of
          the Preferred Stock shall be deemed given when personally
          delivered to such holder or five (5) business days after
          the same has been deposited in the United States mail,
          certified or registered mail, return receipt requested,
          postage prepaid, and addressed to each holder of record
          at his address appearing on the books of the Company.

          (l)  Payment of Taxes.  The Company will pay all taxes
          and other governmental charges that may be imposed in
          respect of the issue or delivery of shares of Common
          Stock upon conversion of shares of Preferred Stock.

          (m)  No Dilution or Impairment.  The Company shall not
          amend its Articles of Incorporation or participate in any
          reorganization, transfer of assets, consolidation,
          merger, dissolution, issue, or sale of securities or any
          other voluntary action, for the purpose of avoiding or
          seeking to avoid the observance or performance of any of
          the terms to be observed or performed hereunder by the
          Company, but will at all times in good faith assist in
          carrying out all such action as may be reasonably
          necessary or appropriate in order to protect the
          conversion rights of the holders of the Preferred Stock
          against dilution or other impairment.

     8.   No Preemptive Rights.

          No holder of the Series C Preferred Stock of the
          Corporation shall be entitled, as of right, to purchase
          or subscribe for any part of the unissued stock of the
          Corporation or of any stock of the Corporation to be
          issued by reason of any increase of the authorized
          capital stock of the Corporation, or to purchase or
          subscribe for any bonds, certificates of indebtedness,
          debentures or other securities convertible into or
          carrying options or warrants to purchase stock or other
          securities of the Corporation or to purchase or subscribe
          for any stock of the Corporation purchased by the
          Corporation or by its nominee or nominees, or to have any
          other preemptive rights now or hereafter defined by the
          laws of the State of Utah.

     9.   No Reissuance of Preferred Stock.

          No share or shares of Preferred Stock acquired by the
          Company by reason of redemption, purchase, conversion, or
          otherwise shall be reissued, and all such shares shall be
          canceled, retired, and eliminated from the shares which
          the Company shall be authorized to issue.

          IN WITNESS WHEREOF, said GLOBAL CASINOS, INC., has caused
this Certificate of Designations, Preferences and Rights of Series
C Convertible Preferred Stock to be duly executed by its President
and attested by its Secretary and has caused its corporate seal to
be affixed hereto, this 12th day of January, 1999.

Attest                       GLOBAL CASINOS, INC.



By:/s/Gina Garcia-Shaw       By:/s/Stephen G. Calandrella
   Gina Garcia-Shaw             Stephen G. Calandrella